Tandem Investment Partners LLC

Item 5 Fees and Compensation
Portfolio Management Services
Our annual portfolio management fee is billed and payable quarterly in advance based on the value of
your account at the close of business on the last day of the previous quarter. Our minimum account
size is typically $400,000; however, where appropriate, fees and minimum account size are subject to
negotiation (based among other things on the size and nature of the account and services provided).
Our fee for investment management services is based on a percentage of your assets that we
manage. Our fees are set forth in the fee schedule shown below.

Assets Under Management              Annual Fee     Quarterly Fee
First $2,000,000                         1.00%            .2500%
Next $3,000,000                          0.75%            .1875%
Over $5,000,001                          0.50%            .1250%

If the investment advisory agreement is executed at any time other than the first day of a calendar
quarter, our fees will apply on a pro rata basis, which means that the management fee is payable in
proportion to the number of days in the quarter for which you are a client. Our fee is negotiable,
depending on individual client circumstances.

At our discretion, we may combine the account values of family members in the same household to
determine the applicable fee. For example, we may combine account values for you and your minor
children, joint accounts with your spouse, and other types of related accounts. Combining account
values may increase the asset total which may also result in a reduced total advisory fee, depending
upon the differences in the clients' advisory fee rates and the advisory fee rate we utilize to calculate
our total fee. As such, we will act in our clients' best interests and choose the lowest client fee rate
when making a householding calculation, in effect reducing our total fee to such clients.

We will deduct our fee directly from your account through the qualified custodian holding your funds
and securities. We will deduct our fee only when the following requirements are met:

    • You provide our firm with written authorization permitting the fees to be paid directly from your
      account held by the qualified custodian; and
    • The qualified custodian agrees to send you a statement, at least quarterly, indicating all
      amounts dispersed from your account including the amount of the fee paid directly to our firm.

We encourage you to review your account statements for accuracy.

You may terminate the investment advisory agreement upon 30 days' written notice to our firm. You
will incur a pro rata charge for services rendered prior to the termination of the investment advisory
agreement, which means you will incur management fees only in proportion to the number of days in
the quarter for which you are a client. If you have pre-paid advisory fees that we have not yet earned,
you will receive a prorated refund of those fees.

Retirement Plan Advisory Services
We charge an annualized fee of 0.75% of assets under management for retirement plan advisory
services. Our fee is billed quarterly and payable either in advance or arrears and is based on the value
of your account at the close of business either on the last day of the previous quarter or the end of the
quarter, pursuant to the terms of the pension advisory services agreement.

The plan's administrator or custodian will calculate and deduct our advisory fee through the qualified
custodian holding the plan funds and securities. Our fees will be deducted only when the following
requirements are met:

    • You provide our firm with written authorization permitting the fees to be paid directly from your
      account held by the qualified custodian; and
    • The qualified custodian agrees to send you a statement, at least quarterly, indicating all
      amounts dispersed from your account including the amount of the advisory fee paid directly to
      our firm.

You may terminate the pension advisory services agreement upon 30 days' written notice to our firm.
You will incur a pro rata charge for services rendered prior to the termination of the portfolio
management agreement, which means you will incur advisory fees only in proportion to the number of
days in the quarter for which you are a client. If you have pre-paid advisory fees that we have not yet
earned, you will receive a prorated refund of those fees.

Additional Fees and Expenses
As part of our investment advisory services to you, we may invest in mutual funds and exchange
traded funds. The fees that you pay to our firm for investment management services are separate and
distinct from the fees and expenses charged by ETFs and mutual funds (described in each fund's
prospectus) to their shareholders. These fees will generally include a management fee and other fund
expenses. You may also incur transaction charges and/or brokerage fees when purchasing or selling
securities. These charges and fees are typically imposed by the broker-dealer or custodian through
whom your account transactions are executed. We do not share in or benefit from any portion of the
ETF and mutual fund fees and expenses or the brokerage fees/transaction charges imposed by the
broker-dealer or custodian. To fully understand the total cost you will incur, you should review all fees
charged by ETFs, our firm, and others. For information on our brokerage practices, please refer to the
Brokerage Practices section of this brochure.

Item 7 Types of Clients
We offer investment management services to individuals, including high net worth individuals, small
institutions, and retirement plans.

In general, we require a minimum of $400,000 to open and maintain an investment
management account. At our discretion, we may waive this minimum account size. For example, we
may waive the minimum if you appear to have significant potential for increasing your assets under our
management. We may also combine account values for you and your minor children, joint accounts
with your spouse, and other types of related accounts to meet the stated minimum.